Tips and traps for in-house lawyers—key issues in securitisation transaction
Produced in partnership with Alice Carpenter
Tips and traps for in-house lawyers—key issues in securitisation transaction

The following Banking & Finance guidance note Produced in partnership with Alice Carpenter provides comprehensive and up to date legal information covering:

  • Tips and traps for in-house lawyers—key issues in securitisation transaction
  • What role(s) is the bank being appointed to undertake?
  • Choice of external law firms
  • Things to consider when asking law firms for quotes
  • Jurisdictional considerations when appointing counsel
  • Legal opinions
  • Mandate letter
  • Transaction documentation and prospectus
  • Subscription agreement
  • Due diligence on the originator
  • more

BREXIT: The UK is leaving the EU on Exit Day (as defined in the European Union (Withdrawal) Act 2018). This has an impact on securitisation transactions. For guidance, see Practice Note: Brexit—impact on finance transactions—Brexit planning and impact—financial services, Brexit—impact on finance transactions—Key issues for securitisation transactions and Brexit—impact on finance transactions—Derivatives and debt capital markets transactions—key SIs.

A bank or financial institution may undertake multiple roles in a securitisation transaction. The extent of an in-house counsel’s involvement in that transaction will be dictated by those roles and by the nature and the complexity of the particular transaction.

This Practice Note focuses predominately on ‘true sale’ securitisations (issued under Regulation S of the Securities Act of 1933, as amended) where there is a third-party originator and the bank is acting in an ‘agency’ capacity. It sets out those points to consider which are in addition to or different from those to consider in a Vanilla bond issuance (see Practice Note:Tips and traps for in-house lawyers—key issues in issuing vanilla bonds issuances). Additional considerations apply for other types of securitisation or where the assets are originated or bought by the bank or an affiliate of the bank prior to being securitised.Securities Act of 1933, as amended

General points to consider

What role(s) is the bank being appointed to undertake?

The first point to establish is what role(s) the bank is being appointed to undertake in the transaction. Has the bank been appointed as an arranger and a lead manager? If so are these appointments in a sole or joint capacity?

  1. If the bank is a joint arranger and/or a joint lead